AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-2814714
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16115 N.W. 52nd Avenue
Miami, Florida 33014
(Address of Principal Executive Office, Including Zip Code)
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AMENDED AND RESTATED ALL AMERICAN SEMICONDUCTOR, INC.
EMPLOYEES', OFFICERS', DIRECTORS'
STOCK OPTION PLAN
ALL AMERICAN SEMICONDUCTOR, INC.
2000 NONEMPLOYEE DIRECTOR
STOCK OPTION PLAN
(Full Title of the Plans)
Paul Goldberg
Chairman of the Board of Directors
All American Semiconductor, Inc.
16115 N.W. 52nd Avenue
Miami, Florida 33014
(Name and Address of Agents for Service)
(305) 621-8282
(Telephone Number, Including
Area Code, of Agents for Service)
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Copy to:
Alan D. Axelrod, Esq.
Bilzin Sumberg Dunn Baena Price & Axelrod LLP
2500 First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131-2336
(305) 374-7580
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be Proposed Proposed maximum Amount of
registered (1) maximum offering aggregate offering registration fee
price per share (2) price (2)
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Common Stock, $0.01 par value 637,418 $6.21 $3,958,366.00 $990.00
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(1) Includes 562,418 shares issuable under the Amended and Restated All
American Semiconductor, Inc. Employees', Officers', Directors' Stock
Option Plan and 75,000 shares issuable under the All American
Semiconductor, Inc. 2000 Nonemployee Director Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, based upon an average of the high and low prices
reported on The Nasdaq Stock Market on April 10, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*With respect to each Plan under which shares of Common Stock, $0.01
par value, of All American Semiconductor, Inc., a Delaware corporation, (the
"Registrant" or the "Company"), are being registered hereunder, the document(s)
containing the information specified in this Part I will be sent or given to the
applicable participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, shall constitute a
prospectus which meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Commission:
1. The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000;
2. The description of the Registrant's Common Stock to
be offered hereby which is contained in the Registrant's Registration Statement
on Form 8-A (File No. 000-16207) declared effective by the Commission on
September 10, 1987, as updated by the Registrant's Current Report on Form 8-K
filed with the Commission on June 1, 1999, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Except as superseded or modified herein, any statement contained in any
document incorporated by reference herein or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's certificate of incorporation, as amended (the
"Certificate of Incorporation"), contains provisions which would limit the scope
of personal liability of its directors to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty. The provisions are consistent
with Section 102(b)(7) of the Delaware General Corporation Law, which is
designed, among other things, to encourage qualified individuals to serve as
directors of Delaware corporations by permitting a Delaware corporation and its
shareholders to adopt provisions in the corporation's certificate of
incorporation limiting directors' liability for monetary damages for breach of
the duty of care.
II-1
These provisions will protect the Registrant's directors against
personal liability from breaches of their duty of care in certain circumstances.
The provisions of the Certificate of Incorporation would absolve directors of
liability for negligence in the performance of their duties, including gross
negligence. The Registrant's directors would remain liable, under current law,
for breaches of their duty of loyalty to the Registrant and its shareholders, as
well as acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law or a transaction from which a director
derives any improper personal benefit. Also, the provisions would not absolve
the Registrant's directors of liability under Section 174 of the Delaware
General Corporation Law, which makes directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions and expressly sets forth
a negligence standard with respect to such liability. Further, these provisions
would not eliminate or limit liability of the Registrant's directors arising in
connection with causes of action brought under Federal securities laws.
While the provisions of the Registrant's Certificate of Incorporation
provide the Registrant's directors with protection from awards of monetary
damages for breaches of the duty of care, it does not eliminate their duty of
care. Accordingly, the provisions of the Registrant's Certificate of
Incorporation would have no effect on the availability of suitable non-monetary
remedies such as an injunction or rescission based upon a director's breach of
the duty of care.
In addition, the Registrant's Certificate of Incorporation provides
that the Registrant shall indemnify its directors and officers to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law, as the
same may be amended and supplemented. This indemnification provision is not
exclusive of any other rights to which those indemnified may be entitled under
the Registrant's Bylaws, agreements, vote of stockholders or disinterested
directors or otherwise.
The Registrant has also entered into indemnification agreements with
its executive officers and directors. The indemnification agreements provide
that, in the event of claims against an officer or director relating to his or
her position as an officer, director or agent of the Registrant, the Registrant
shall indemnify that officer or director to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of those claims and any taxes imposed on that officer or director as
a result of payments received pursuant to the indemnification agreements. The
Registrant's obligations to indemnify its officers and directors are subject to
review by its Board of Directors, or persons appointed by its Board of
Directors, that the indemnification would be permissible under applicable law.
In the event of a change in control of the Registrant which has not been
approved by a majority of the Registrant's directors, a special independent
counsel selected by the officer or director seeking indemnification and approved
by the Registrant must render its legal opinion to the Registrant and that
officer or director as to whether and to what extent the officer or director
would be permitted to be indemnified under applicable law.
The indemnification agreements require the Registrant to advance to
officers and directors expenses they incur in connection with investigating,
defending, or otherwise participating in any indemnification claim, subject to
the condition that if the Board of Directors, or the special independent legal
counsel in the event of a change in control of the Registrant, determines that
the officer or director would not be permitted to be indemnified under
applicable law, the Registrant shall be reimbursed for any amounts advanced to
that officer or director. In the event of a potential change in control, the
indemnification agreements require the Registrant, upon written request by an
officer or director, to create a trust for the benefit of that officer or
director. The Registrant must fund the trust in an amount sufficient to satisfy
any and all expenses reasonably related to any claim anticipated at the time of
the request. The trustee must pay to the officer or director all amounts to
which that officer or director is entitled to indemnification and all unexpended
funds are to be returned to the Registrant.
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The Registrant also currently carries liability insurance for the
benefit of its directors and officers.
Insofar as indemnifications for liabilities arising under the
Securities Act may be permitted to the Registrant's directors and officers
pursuant to the Registrant's Certificate of Incorporation and Bylaws or the
indemnification agreements, the Registrant understands that the Commission is of
the opinion that it is against public policy, as expressed in the Securities
Act, and, therefore, may be unenforceable. Accordingly, in the event that a
claim for indemnification is asserted by any of the Registrant's directors or
officers and the Commission is still of the same opinion, the Registrant (except
insofar as the claim seeks reimbursement from the Registrant of expenses paid or
incurred by a director, officer or controlling person in successful defense of
any action, suit or proceeding) will, unless the matter has theretofore been
adjudicated by precedent deemed by the Registrant's counsel to be controlling,
submit to a court of appropriate jurisdiction the question whether or not
indemnification by the Registrant is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the issue.
At present, there is no pending litigation or proceeding involving any
of the Registrant's directors, officers or employees as to which indemnification
is sought, nor is the Registrant aware of any threatened litigation or
proceeding that may result in claims for indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibits 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-15345-A, and to the
Company's Form 10-K for the year ended December 31, 1991),
as further amended by (i) Certificate of Amendment of
Certificate of Incorporation dated August 21, 1995 of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31, 1995)
and (ii) Certificate of Amendment of Certificate of
Incorporation dated June 1, 1999 of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q for the quarter ended June 30, 1999).
4.2 Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.1 to the Company's 10-Q for the
quarter ended June 30, 1994).
4.3 Amended and Restated All American Semiconductor, Inc.
Employees', Officers', Directors' Stock Option Plan, as
amended through June 1, 1999 (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter
ended June 30, 1999).
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EXHIBIT NO. DESCRIPTION
4.4 All American Semiconductor, Inc. 2000 Nonemployee Director
Stock Option Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated May 1, 2000 filed with
the Commission on May 1, 2000).
5.1 Opinion of Bilzin Sumberg Dunn Baena Price & Axelrod LLP
regarding legality of Common Stock.*
23.1 Consent of Bilzin Sumberg Dunn Baena Price & Axelrod LLP
(included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.*
24.1 Power of Attorney (see page II-7).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated
by reference in the Registration Statement.
II-4
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on April 13, 2001.
ALL AMERICAN SEMICONDUCTOR, INC.
By: /s/ PAUL GOLDBERG
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Paul Goldberg
Chairman of the Board of Directors
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POWER OF ATTORNEY
We, the undersigned officers and directors of All American
Semiconductor, Inc., do hereby constitute and appoint each of Paul Goldberg and
Bruce M. Goldberg, our true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for each of us and in our name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as each of us might or could do
in person, hereby ratifying and confirming all that each said attorney-in-fact
and agent, or his or their substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
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/s/ PAUL GOLDBERG Chairman of the Board April 13, 2001
- -------------------------- of Directors
Paul Goldberg
/s/ BRUCE M. GOLDBERG President and Chief Executive April 13, 2001
- -------------------------- Officer and Director
Bruce M. Goldberg
/S/ HOWARD L. FLANDERS Executive Vice President, April 13, 2001
- -------------------------- Secretary and Chief Financial
Howard L. Flanders Officer and Director
/s RICK GORDON Senior Vice President of Sales April 13, 2001
- -------------------------- and Director
Rick Gordon
/s/ RICHARD E. SIEGEL Director April 13, 2001
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Richard E. Siegel
/s/ ROBIN L. CRANDELL Director April 13, 2001
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Robin L. Crandell
/s/ DANIEL M. ROBBIN Director April 13, 2001
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Daniel M. Robbin
II-7
INDEX TO EXHIBITS
Exhibit
Number Document
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4.1 Certificate of Incorporation, as amended (incorporated by
reference to Exhibits 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-15345-A, and to the
Company's Form 10-K for the year ended December 31, 1991),
as further amended by (i) Certificate of Amendment of
Certificate of Incorporation dated August 21, 1995 of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Form 10-K for the year ended December 31, 1995)
and (ii) Certificate of Amendment of Certificate of
Incorporation dated June 1, 1999 of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q for the quarter ended June 30, 1999).
4.2 Bylaws of the Registrant, as amended (incorporated by
reference to Exhibit 3.1 to the Company's 10-Q for the
quarter ended June 30, 1994).
4.3 Amended and Restated All American Semiconductor, Inc.
Employees', Officers', Directors' Stock Option Plan, as
amended through June 1, 1999 (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter
ended June 30, 1999).
4.4 All American Semiconductor, Inc. 2000 Nonemployee Director
Stock Option Plan (incorporated by reference to Exhibit A to
the Company's Proxy Statement dated May 1, 2000 filed with
the Commission on May 1, 2000).
5.1 Opinion of Bilzin Sumberg Dunn Baena Price & Axelrod LLP
regarding legality of Common Stock.*
23.1 Consent of Bilzin Sumberg Dunn Baena Price & Axelrod LLP
(included in Exhibit 5.1).
23.2 Consent of Independent Certified Public Accountants.*
24.1 Power of Attorney (see page II-7).
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* Filed herewith.